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OMR APPROVAL
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OMB No. 3235-0145
Expires September 30, 1988
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
REALTY REFUND TRUST
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(Name of Issuer)
Shares of Beneficial Interest
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(Title of Class of Securities)
756125 10 0
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(CUSIP Number)
James H. Berick, Esq.
1350 Eaton Center
1111 Superior Avenue
Cleveland, Ohio 44114 (216) 861-4900
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 30, 1998
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(Date of Event which Requires Filing
of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D and is filing this
schedule because of Rule 13d-1 (b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-l(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page l of 4 Pages
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CUSIP No. 756125 10 0 13D Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alan M. Krause
S.S. No. ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 13 REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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7 SOLE VOTING POWER
NUMBER OF 183,001
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SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY N/A
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EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 183,001
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WITH
10 SHARED DISPOSITIVE POWER
N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
183,001
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.93
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 756125 10 0 SCHEDULE 13D Page 3 of 4 Pages
(Amendment No. 3)
Item 1. Security and Issuer
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This Amended Schedule 13D relates to Shares of Beneficial Interest (the
"Shares") of Realty ReFund Trust, an unincorporated association in the form of a
business trust organized in Ohio under a Declaration of Trust dated April 28,
1971, as amended (the "Issuer"). The address of the principal executive office
of the Issuer is 1750 Huntington Building, Cleveland, Ohio 44115.
Item 2. Identity and Background
(a) This Schedule is being filed by Alan M. Krause (the
"Shareholder").
(b) The Shareholder's business address is 1100 Eaton Center, 1111
Superior Avenue, Cleveland, Ohio 44114.
(c) The Shareholder's principal occupations or employment are: (i)
Principal of The Mid-America Companies (real estate ownership), 1100 Eaton
Center, 1111 Superior Avenue, Cleveland, Ohio 44114; and (ii) President, The
Mid-America Management Corporation (real estate management), 1100 Eaton Center,
1111 Superior Avenue, Cleveland, Ohio 44114.
(d) The Shareholder has not been convicted of any criminal offense
during the last five years.
(e) The Shareholder has not been a party during the last five years to
any judicial or administrative proceeding resulting in a judgment, decree or
order enjoining future violation of or prohibiting or mandating activities
subject to, federal or state security laws, or finding any violation with
respect to such laws.
(f) The Shareholder is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration
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Not applicable.
Item 4. Purpose of Transaction
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On January 30, 1998, the Shareholder sold 162,200 shares, constituting
15.89% of the Issuer's outstanding Shares, in a private sale at a price equal to
$4.75 per Share. The sale was made pursuant to a Share Purchase Agreement dated
January 30, 1998, between the Shareholder and Baseline Hospitality Properties,
Ltd., an Arizona limited partnership. Prior to the sale reported herein,
Shareholder beneficially owned 183,001, or approximately 17.93%, of the
outstanding Shares of the Issuer. After giving effect to the purchase reported
herein, Shareholder beneficially owns 20,801, or approximately 2.04%, of the
outstanding Shares of the Issuer.
Item 5. Interest in Securities of the Issuer
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(a) The Shareholder beneficially owns 20,801 Shares, constituting
2.04% of the outstanding Shares.
(b) The Shareholder has the sole power to vote and dispose of all of
the Shares reported in Item 5(a) as beneficially owned by him.
(c) The only transactions in Shares effected by the Shareholder since
the most recent filing on Schedule 13D is the purchase of the 162,200 Shares
reported herein.
(d) Not applicable.
(e) January 30, 1998.
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CUSIP No. 756125 10 0 SCHEDULE 13D Page 4 of 4 Pages
Item 7. Materials to be Filed as Exhibits
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7.1 Share Purchase Agreement dated as of January 30, 1998,
between the Shareholder and Baseline Hospitality Properties,
LTD, an Arizona limited partnership.
Item 8. Signatures
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After reasonable inquiry and to the best of my knowledge and belief I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 9, 1998
/s/ Alan M. Krause
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Signature
Alan M. Krause
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EXHIBIT 7.1
SHARE PURCHASE AGREEMENT
------------------------
THIS SHARE PURCHASE AGREEMENT ("Agreement") is made and entered into as
of the 30th day of January, 1998, by and among ALAN M. KRAUSE ("Seller") and
Baseline Hospitality Properties, LTD, an Arizona limited partnership,
("Purchaser").
R E C I T A L S:
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A. Seller owns 183,001 Common Shares without par value of Realty ReFund
Trust, an Ohio unincorporated real estate investment trust (the "Trust").
B. Seller desires to sell 162,200 of such Common Shares (the "Shares")
to Purchaser, and Purchaser desires to purchase the Shares from Seller.
A G R E E M E N T S:
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In consideration of the above Recitals and of the mutual promises set
forth below, the parties to this Agreement, intending to be legally bound,
agree as follows:
1. PURCHASE AND SALE. Seller hereby agrees to sell to Purchaser, and
Purchaser hereby agrees to purchase from Seller, the Shares for the price and in
the manner hereinafter provided.
2. PURCHASE PRICE; PAYMENT TERMS. The purchase price to be paid by
Purchaser to Seller for the Shares shall be Four Dollars and Seventy-Five Cents
($4.75) per Share, for an aggregate purchase price of Seven Hundred Seventy
Thousand Four Hundred Fifty Dollars ($770,450)(the "Purchase Price"). Purchaser
shall pay the Purchase Price on the date hereof by certified bank check payable
to Seller or by wire transfer of funds to an account designated by Seller.
3. OWNERSHIP; AUTHORITY. Seller represents and warrants that he is the
lawful owner of the Shares free and clear of all liens and encumbrances of any
kind whatsoever and that he has full power and authority to sell the Shares
pursuant to this agreement. Such representations will survive the sale of the
Shares hereunder.
4. DELIVERIES BY SELLER. Contemporaneously with the execution of this
Agreement, Seller shall deliver to Purchaser Seller's original share
certificates (the "Certificates") representing at least the aggregate number of
the Shares, which certificates shall be duly endorsed for transfer or
accompanied by appropriate stock powers duly endorsed and sufficient to cause
the transfer of the Shares to Purchaser. Upon receipt of the Certificates,
Purchaser shall deliver the same to the Trust's transfer agent. Purchaser shall
cause the Trust to instruct its
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transfer agent to cancel such certificates and issue new certificates for the
Shares in such names and denominations as Purchaser shall direct. To the extent,
if any, that the Certificates represent a number of Common Shares greater than
the Shares, Purchaser shall cause the Trust to instruct its transfer agent to
issue new certificates for such number of Common Shares in excess of the Shares
in such names and denominations as Seller shall direct.
5. ACKNOWLEDGEMENTS. The parties hereto acknowledge that the sale of
the Shares has not been registered with the Division of Securities of the State
of Ohio, with any other state securities regulatory body, or with the Securities
and Exchange Commission of the United States. Purchaser represents: that its
acquisition of the Shares is for its own account for purposes of investment only
and is not being made with a view to the distribution thereof; that the Shares
will not be sold without registration or other compliance with the Securities
Act of 1933, as amended (the "Act"), and the rules and regulations thereunder;
that the Shares are "restricted securities" as such term is defined in the rules
promulgated under the Act; and that it is fully informed of the applicable
limitations upon the resale of such "restricted securities" under Rule 144 of
the Act and otherwise. Purchaser hereby acknowledges that the certificates
representing the Shares may bear a restrictive legend and that a stop transfer
order may be placed in respect thereof.
6. BINDING EFFECT. This Agreement shall be binding on, and inure to the
benefit of, the parties hereto and their respective heirs, personal
representatives, successors and assigns.
7. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which taken together shall constitute one instrument.
8. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Ohio.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement at Cleveland, Ohio as of the date first above written.
/s/ Alan M. Krause
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ALAN M. KRAUSE
"Seller"
/s/ James F. Wirth, Agent
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"Purchaser"
